Change of Hart
by KaytiiSue
Summary: Just as Kevin and Gwen's relationship starts to sizzle, a new girl arrives on the scene. Kevin and the new girl hit it off, causing Gwen to question whether she is the right girl for him. Meanwhile, something is happening to Ben. A little Gwevin.
1. Chapter 1

_Hey everyone! This is my first ever FanFic (eep!) so thanks for reading this! Please read and review, any feedback is greatly appreciated!_

_Thanks, KaytiiSue._

"See-ya later Julie! I'll call you tomorrow!" Ben closed the door or Kevin's green and black muscle car with a soft thud. Kevin started it, pulled out of Julie Yamamoto's driveway and began down the road towards Ben's house.

"Okay jerk wad, I took you to that stinkin' movie, sat through the whole damn thing, and I drove you to just about every single restaurant in the city because 'Bennie couldn't decide', so you owe me Tennyson. Cash in hand." Without taking his eyes off the road, he stuck his hand out behind him, waiting. Ben rolled his eyes and sighed, but handed Kevin a small wad of money from his wallet. Kevin looked at it smugly before stuffing it in his pocket. Ben spread out in the back seat.

"You know, if you keep charging me this much for this kind of thing, I won't be able to afford it."

"That's the idea. So Gwen, home?" Kevin turned momentarily to look at Gwen in the passenger seat. She stared at Kevin as if he was an idiot.

"Where else would I want to go?" She asked icily. She then turned back to the window, with her chin in her hand. Kevin sighed.

"Gwen, I'm sorry, okay? I wasn't trying to offend you; it's just that that particular redhead was a few wheels short of a car." Gwen spun around to give him a dirty look.

"I believe your exact words were 'This is why I prefer brunettes.' How was I not supposed to get offended?" She waited angrily for an answer, secretly hoping that he would apologize sincerely so that she could get over it. She hated being mad at him, but she was stubborn and couldn't cave until he did.

Kevin returned his eyes to the road and didn't reply. Why wouldn't she get over it? He had apologized all night, and she still wouldn't talk to him (nicely at least). Ben, who had been watching the commotion, and leaned forward and put one hand on the corner of each seat.

"You know, I hate to be a backseat driver here, but Gwen, he said sorry, and Kevin, watch what you say. You guys should lead by example." He leaned back again. Kevin and Gwen turned to look at him accusingly for a moment.

"And you and Julie are just SO perfect together! Not a single tiff! Way to go Bennie! Want an award? A medal?" Kevin pulled over sharply. "Get out of my car."

Ben gave Kevin a confused look. "What?? I paid you to take me… oh, I'm home." He got out of the car sheepishly, quickly waving to Gwen before running inside. Gwen turned to Kevin.

"That was smooth, Kevin. You didn't look like a jerk at all." She remarked sarcastically. Kevin turned to Gwen, eyebrows furrowed in a saddened expression. He looked her straight into her eyes and spoke.

"Gwen, I'm sorry. It was a stupid comment and I shouldn't have said it. I hate it when you get mad at me." Kevin seemed kind of embarrassed saying this, so Gwen hugged him happily.

"Thank you Kevin. And yes, I do forgive you." The pair looked into each others eyes, feeling a static energy sizzle between them that caused their hearts to beat faster. Kevin brushed aside a lock of her red hair, tucking it gently behind her ear, his fingers carefully tracing her earlobe. Gwen nudged his hand aside and smiled up at him shyly. She snaked her arms around his neck, pulling him closer until Kevin could feel her warm breath across his cheek. He leaned closer towards her, anticipating her sweet taste. Their lips were just about to touch when Kevin saw a flash of movement out of the corner of his eyes and looked up to see Bens' face smooshed up against his bedroom window, staring at them.

"Trust him to ruin a good moment." Kevin sighed. "C'mon, I'll take you home before that cousin of yours finds a video camera. And I am NOT wanting to take him places free of charge in exchange for the tape." Kevin turned the key in the ignition, pulled off the side of the road and headed towards Gwen's house.

They had been driving for a while, with Gwen focusing her magical energies, and Kevin thinking about her, when suddenly Gwen gasped and opened her eyes.

"Go that way! Now!" She shouted. Kevin took a sharp left turn and headed for the forest, not knowing what she was on about, but used to trusting her instinct.

"What is it?" He asked.

"Right!" Kevin turned right.

"Gwen, what are we doing?"

"I just felt a very strong negative energy, most likely a powerful alien, that direction!" She pointed just ahead of them. "Pull over!"

As soon as the car stopped, Gwen jumped out and ran into the forest. Kevin followed suit. He could see her chasing someone, something. She was throwing bolts of purple energy at it, slicing down the growth in her way.

"Gwen, what is it?" Kevin shouted as her tried to keep up with her.

"DNAlien!" She shouted back. Kevin looked confused, and slightly annoyed.

"Then why the hell are we chasing it?" He shouted back.

"Because I… OOF!" Gwen fell to the ground with a thud. Kevin charged over and picked her up.

"You okay?" He looked up to see the DNAlien disappear into the forest. Gwen dusted herself off.

"Yeah, i'm fine, but I think it got away." She looked in the direction that it went. Kevin looked at her.

"Why were we chasing a DNAlien? What harm is that bag of germs going to do?"

"I sensed a very powerful aura coming from that thing. It's stronger than the others, or it's high up in their 'society' or something. I just felt compelled to stop it." Gwen sighed. "Let's go home."

The couple had just started back when they heard a loud, inhuman squeal. They looked at each other and turned to run back in the direction they just went.

They entered a large clearing, (though it seemed more of a junkyard, there was bits of metal and old cars dumped there.) to see a girl with their back turned to them, shouting into the trees.

"Yeah, you'd better run, you rat! And don't come back or your injuries will be the least of your problems!" She shook her head and muttered something. She then turned to pick up her rucksack that she had obviously dropped to fight the alien. She slung it on her back and headed towards where Kevin and Gwen were crouching. Gwen took a small step backwards, and stood on a bit of dry, brittle wood. It snapped immediately and the girl started backing up, staring in their direction.

"It's okay, were the good guys." Gwen came out from behind the bush. Kevin followed behind her. The girl looked cautious and slightly alarmed. She bumped into an old car behind her. She looked relieved for an instant, then slowly rounded the car, with her hands on it at all times, still watching Gwen and Kevin slowly advancing.

"Back off. I don't need more of you DNAlien scum." The girl gave the two a menacing look. Kevin just laughed.

"We're not aliens, if we were we would have attacked you already." He pointed out. The girl narrowed her eyes.

"Not another step…"

"Or what? You'll throw the car at us?" Kevin stifled a laugh.

"You asked for it." The girl hunched over the car.

And absorbed the metal.

_So this is the first chapter of my first ever FanFic! I hope you liked reading it as much as I loved writing it! I already have the next few chapters planned out in my head, but I would love to know what you guys think first, and if you would like to read more. It gets much better. Also, I am a Ben 10: Alien Force fan, but I don't get to watch the show that much, so if I have made something innacurate, please let me know!_

_Thanks again for taking the time to read this! _

_KaytiiSue_


	2. Chapter 2

_Hey again!_

_Sorry it took me a few days to get the second chapter up, I was trying to perfect it. Thanks to everyone who viewed, reviewed, favourited and subscribed!_

_Just a note, I am an Australian, but I have used American terms, like' cell phone', because majority of you readers are American._

_Thanks again, and enjoy!_

Kevin and Gwen stood, open mouthed, staring in shock and disbelief at the strange girl. The girl stared back smugly.

"Yeah, that's right, pukey. I'm no ordinary girl." She raised her silver fists. "Come and get it."

Gwen spoke up.

"Were not aliens. Pinky swear." She added with a smile. The girl lowered her fists a little, but kept a cautious eye on the pair. Suddenly, Kevin spoke up.

"AWESOME!" He had a huge grin on his face. He marched over to the car, placed his hands on the bonnet and absorbed the metal. The silvery-grey sheen washed over him instantly, and he looked up at the girl. She was quite shocked. Kevin smiled.

"That's right. I'm 99% more absorbent than your average guy." The girl was silent for a moment, thinking it over. Then she lifted her head and grinned.

"Sweet!"

***

"I've had my absorbing powers for as long as I can remember." Katy Hart (as the couple had found out was the girls name) trudged along the path Gwen had cleared previously, her hands in the pockets of her red jacket. "But I've never met anyone who could do it too!" She looked up at Kevin with her bright blue eyes. "Have you always been a mutant?" She quizzed him, as he kicked a small branch out of his way.

"Pretty much." He was smiling too, ecstatic to find someone with the same abilities as himself. "But what were you doing in the middle of the forest?" He questioned. Katy stepped over the log Gwen had fallen over.

"Scrounging. I was trying to find a new distributor for my car. I busted my old one. And that junkyard is like parts galore, once you get past all the rust." She laughed at herself and walked on. Kevin stared at her in disbelief. Katy noticed and looked down at her clothes self-consciously.

"What?" She asked, concerned that something was wrong.

"You like cars?" Kevin asked, amazed. Katy laughed, looking relieved. She grinned at him.

"Since forever! My Dad brought me up around them, and I've been pulling them apart and fixing them since I was six." Katy seemed to like the subject. "I just got an old Shelby Cobra. I'm fixing it up. Its gonna look so awesome when I'm done with it." Kevin grinned in obvious admiration.

"Well, wait until you see my car."

Gwen was walking ahead of the two, trying to block out their conversation. What was so cool about this Katy anyway? '_So what, she likes cars_.' She thought to herself, pushing through the last of the forest and stepping out onto the roadside. '_I'll bet that she doesn't know half as much about them as she says she does_. _She's just trying to impress Kevin.'_ Gwen sighed and sat herself on the hood of Kevins' car.

"Oh my god! Is that a 1970 Dodge Challenger?!" Katy ran over to the car and began to stroke the hood in amazement. "Looks like she's got some Chevrolet Camaro SS in her too!" Gwen rolled her eyes, annoyed, and jumped off the car. Kevin was trailing after Katy, smiling, enjoying the fact that someone appreciated the effort he put into his vehicle.

"I've been fixing her up. You like?" Kevin was still grinning from ear to ear. Katy didn't take her eyes off the car.

"Of course! What sane person wouldn't? And it's in such great condition!" She began to circle it with wonder, tracing the black racing stripes gingerly. Gwen was getting agitated.

"Can we go already?" She questioned, making no attempt to hide her irritation. Kevin shot Gwen a 'what's up with you?' look and turned to Katy.

"Do you need a ride?" He asked her. Her eyes widened in surprise.

"Really?!" She didn't wait for a reply. She leaped straight in the front passenger seat. She began stroking the interior as she had the hood of the car.

Gwen, angry at having 'her spot' taken, climbed grudgingly into the back, slamming the door harder than she normally would. Surprisingly though, Kevin didn't take any notice. He was too busy indulging in technical car talk with little Miss Tomboy in the front.

* * *

"Here we are. This is your stop, Miss Hart." Kevin got out of the car and opened the door for her as she climbed out. She laughed.

"Ah, thank you, kind sir." She curtsied, holding a make believe dress out to her sides. She took a hair tie out of her pocket and began to put her long chocolate brown hair up into a ponytail. "Ooo! Do you wanna come see my baby?" She asked Kevin , who looked a bit shocked at this comment. She laughed.

"The car, you idiot." She stuck her tongue out at him and took off into the garage of her house. Kevin smiled and followed her in, leaving an angry Gwen sitting in the car.

* * *

26 minutes later, Katy and Kevin emerged from the garage, laughing at some inside joke. Kevin waved goodbye and got in his car, still chuckling.

"That girl really knows her cars! She didn't even need help fitting the distributer! And her car!" He let out a long, low, whistle."That baby was awesome!" Kevin turned to Gwen, who was sitting stiffly, with her arms folded.

"Gwen?"

"Oh, now you talk to me?" She retorted. "You've been ignoring me all night." She stared him expectantly. Kevin sighed.

"Sorry Gwen. It's just that you probably couldn't tell a piston from a transistor." A look of confusion crossed Gwen's' face. Kevin nodded. "See? No offense, but she's been the first person in a long time who that I could compare cars to. Did you see her face when she saw my car? When was the last time that someone reacted to your magic like that?"

Gwen lowered her eyes. "Verdona." She sighed. "Yeah, I guess I know what you mean." She looked back up at Kevin. He smiled.

"So, are you gunna climb back into the front seat, or is it going to have to get branded by Katy?" Kevin smiled mischievously. "Coz' I know she would take it in a heartbeat."

* * *

The next night, Ben and Gwen were relaxing on the sofa of Bens loungeroom. Gwen had tried to help him with his homework, but to no avail. Now Ben was watching re-runs and eating popcorn, whilst Gwen was telling him all about her encounter with Katy the previous night.

"So wait, let me get this straight." Ben said in-between huge mouthfuls of popcorn. "She absorbs, she likes cars, and she fights aliens. Great." He rolled his eyes playfully. "We have another Kevin. Like we need more than one!"

Gwen laughed, taking some popcorn from the bowl on Bens lap.

"She's nice enough, but something about her irks me." She started eating her food, and Ben gave her a confused look.

"Irks?" He asked, dumbfounded. Gwen laughed again.

"It means 'annoys', airhead. What do they teach you in that school of yours?" She grabbed the remote and changed the channel. Ben didn't object.

"Whatever it is, I'm sure the other kids thoroughly enjoy it." He replied with mock enthusiasm. Suddenly his cell phone rang. He looked at the caller I.D.

"Oh great. What does HE want?" He gave Gwen a cheeky grin and pretended to answer the phone.

"Hellllloooooo?... Why yes, Gwendolyn is available… tell her what?... okay, will do… see you later Kevie!" He turned to Gwen. "He said he simply ADORED almost making out with you, and wants to know if you want to do it again?" Ben began making kissy noises, and Gwen blushed slightly.

"Just answer it before he hangs up." She said. Ben flipped open his phone, still laughing.

"Yeah?..." suddenly, he was serious. "Level 5?!... where… okay, see you there." He snapped his phone shut, and turned to Gwen.

"The Forever Knights are expecting a delivery."

_So that's chapter two! I hope you liked it, if you did please let me know. (Reviews make me giddy :) ) And I know Gwen isn't really the agro type, but I thought I would make her one._

_Thanks again to everyone who read it!!_

_KatyiiSue_


	3. Chapter 3

_Hey everyone!_

_Thank you all SOO much! I just want to hug you! But I can't, so I hope you will settle for chapter 3. Please, please, please review! I get so happy when I get a new review! I ump around and dance. So if you like my story, review so I can dance :P!_

_Thanks_

_Oh, and btw, I don't own Ben 10 or anything. Just thought I should add that._

_KaytiiSue_

"C'mon, Tennyson. We haven't got all night!" Kevin muttered to himself. He was seated on the hood of his car outside an abandoned warehouse, waiting for Ben and Gwen to arrive. He drummed his fingers impatiently against the steel bonnet. "Or should I say _Tennysons_." He sighed. Suddenly, he heard the sound of an engine revving, and looked up to see a red and black Shelby Cobra roar around the corner. Kevin grinned, watching the car pull to a stop beside his own. Katy jumped over the door of the convertible, swiping her hand on the side and partly absorbing the red steel. She ran up to Kevin, who had known what was coming and had absorbed the green of his own car. Katy was just about to thump Kevin with a devastating right hook when he grabbed her arm.

"Your gonna have to be better than that to hurt me." He laughed. Katy smiled and shrugged, the colour melting off her arm.

"It was worth a try." She replied casually. "Oh, by the way, I picked up the Tennyson twins." She laughed and turned to her car. "It was a bit of a squash for a two-seater, but we managed." Gwen and Ben climbed out of the car, with the latter looking slightly green. Kevin laughed loudly.

"Tennyson, did you plan your face to go with your outfit? Because green is a great colour on you!" He laughed again. Gwen dusted herself off.

"By the way, Ben and I are cousins, not twins." She sat on the car next to Kevin. Katy grinned.

"I know. You just look the same." She sauntered off towards the old building, leaving the others to follow. Kevin stood and walked after her. Gwen looked warily at Ben.

"Are you going to be okay, Ben?" Her eyebrows rose uncertainly.

"I'll be fine. Motion sickness." He explained, leaning against Katys' car for support. Gwen looked over at Kevin and Katy, who were walking towards the building. She sighed.

"Hate to be ditched." She looked back at Ben, who had begun to stand on his own. "C'mon, let's go kick some Forever Knight butt."

"So, how did you find out about this little 'swap and meet'?" Kevin asked Katy as they walked towards the old, rusty, warehouse doors. Katy was the first to reach them. She brushed her hand against it, inspecting for hidden keyholes.

"I got a tip." She looked at Kevin, absorbing the heavy steel door. "You're not the only one with connections." She punched a hole in the door and let herself in. Kevin nodded in approval.

"Nice." He stepped in after her.

The warehouse was dark and had a thick, musty scent. Kevin could make out high shelving in the dull moonlight, stacked with crates, both wooden and steel. His shoes made soft thuds on the grey concrete floor, echoing off the walls and bouncing around the room.

"Hey, Kevin, check it." Katy motioned for Kevin to follow as she jogged off to the right of the warehouse. He followed after her, craning his neck to see what she was moving towards.

The pair stopped in front of a glob of yellowy goop. Katy pinched her nose in disgust.

"Eww. Something tells me DNAliens don't brush as often as they should." Kevin looked confused.

"What would DNAliens be doing at a Forever Knight hideout?" He thought aloud. Katy ignored the comment. She sighed and looked up. "They've either gone this way or that way" She motioned in two different directions. She headed off one way that she believed the DNAliens to be, signaling Kevin to go the other way.

Meanwhile, Gwen had decided to leave Ben in Kevin's car and go in after them. _'I swear, if that girl is anywhere within five feet of him, I'll…' _Her thoughts were cut off when she saw Kevin exiting the back of the building and heading towards his car. She smiled at him, but he simply ignored her. She was a bit confused, thinking he hadn't seen her.

"Hey Kev, find anything?" She asked, trying nonchalantly to get a response. He looked at her and rolled his eyes as he walked past. Gwen stared disbelieving at his back. What was his problem? "Kevin?" She called out after him. She knew he heard her, but he didn't even look at her._ 'What did I do?'_ She thought to herself. She decided to try and ignore his strange behavior and continued towards the building, questions spinning around in her head.

Ben sat in Kevins car, trying to relax and rid himself of the stomach pain he had experienced previously. He rubbed at his forehead, trying to figure it out. He never usually got car sick, and he was feeling fine until he got in the vehicle. Maybe it was the fact that the car was roofless? He shook his head. No, he had been in a convertible before, and he had been perfectly fine. Allergic reaction to leather? Not that either, Kevins car had leather seats. He sighed and reclined his chair back quite a bit. He stared at the roof, tracing images out of the soft fabric that covered the interior of the car. Maybe he ate some bad food?

Suddenly the drivers side door opened and Kevin plunked himself into the chair. "Hey Tennyson." He turned to look at him. "Okay now?" He asked.

"Well, I was." Ben placed a hand on his stomach, trying to calm the pain that had suddenly returned. "I am in no alien fighting mood at the moment though. Find anything in there?" Kevin shook his head. "Nah. Nothing too interesting." He had turned to look out the window, and Ben had a sneaking suspicion that he was hiding something, but he was too sick to push it. Kevin stared at the warehouse, keeping a close eye on the doors. Ben gave him a strange look behind his back.

"What are you staring at, Kevin?" Ben questioned quietly. He was feeling worse by the second. Kevin turned to face Ben momentarily.

"Keeping an eye out for…" He hesitated for a moment. "…DNAliens." He turned to the window again. Ben rolled his eyes and groaned.

"I am gonna puke in a second." Ben breathed heavily. Kevin whipped around to stare cautiously and him.

"Not in this car! Do you know how much money h… I spent on this car?!" He faltered for a second. "Just don't ralph, okay moron?" He sighed. "So, what do you think of Katy?" He changed the subject on Ben. Ben looked thoughtful.

"She's not horrible, if that's what you're asking."

"No duh, Nancy Drew. I meant looks-wise." Kevin didn't meet Ben's eyes.

"Umm, she's… nice looking?" Ben attempted. Kevin snorted.

"Forget it." Ben decided to leave Kevin to his thinking. He groaned again, rubbing his temples. Now he had a headache and a stomach pain.

"Kevin, can you take me home? I wanna go to sleep."

Kevin didn't look at Ben as he answered. "I'll go get Gwen and Katy."

* * *

Ben lay on the sofa in his house, Gwen sitting next to him, offering him water whenever he seemed like he needed it. She didn't seem too upset about the fact that Ben was sick. She was more interested in thinking to herself.

Katy had driven herself home, and Kevin had taken Gwen and Ben home. A while later, she had visited to check up on him. She got a lift from her mother, who was worried about him.

"Water, please Gwen." Ben whispered hoarsely. She handed him the glass, snapping out of her own world. "Thanks." He took a small sip and handed the glass back to her. She stroked his head, causing him to wince. She then sunk back into her thoughts, emerging only to hand Ben the water or to answer a question of his. She left around 1am, when Ben had finally fallen asleep.

When he woke up, he was feeling much better. He remembered Gwen the night before, smiling to himself. She was so thoughtful. _'Better say thanks.'_ He thought as he grabbed his cell of the coffee table in front of him. He tapped out a quick 'thank-you' text to Gwen and hit 'Send', tossing the phone back. About a minute later he got a reply. He picked it up again, opening his inbox. He selected Gwen's reply. He read through it, and confusion flashed across his face.

'_What are you talking about, Ben? I didn't go to your house yesterday.'_

_Do you like it? Really? Let me know! (I like to dance happily!) There's a little button below that says 'Review this chapter." I dare you to click it. _

_Constructive criticism welcome! Any thoughts welcome! If you want to rant about the awesomeness of my story, I will love you forever!_

_THANKYOU ALL SO MUCH!_

_KaytiiSue_

_I dare you to click it._


	4. Chapter 4

_Hey all!_

_I am so sorry that it took a FEW WEEKS to get this next chapter up, but I was just soo busy! School, two jobs, a school camp, and my USB breaking. But enough about me. Let's continue with the usual._

_THANKYOU TO ALL MY FAN-AGE! I LOVE YOU DUDES! AND DUDETTES!_

_I would love it if you could review this chapter; I have tried to make it longer and more interesting. Not much Ben, but hopefully the content with make up for that._

_I don't own Ben 10 or anything._

_Thanks!_

_KaytiiSue!_

_Oh, ps: if you like Charmed or my stories check out 'EmmaEllieJane's stories. She's my sister and as well as being the best big sister ever, she's an awesomely talented writer. The only downside is that she hardly ever says 'awesome' 'dude' or 'sweet': P_

_Thanks again!_

"Kevin! This is serious! Something is wrong with Ben!" Gwen was pacing back and forth worriedly in Kevins garage. He was underneath his car, and Gwen was unsure whether he was fixing something or just tying to look busy. "Ben was insisting that I was at his house last night! I was trying to convince him that I didn't go anywhere near his street yesterday, but…" Her voice faltered. She sighed and ran a hand through her hair pensively.

Kevin slid out from his 'hiding place'. He sat up and wiped his hands on an old rag lying next to him. "He could be losing it." He sniggered. Gwen gave him a look.

"If he was 'losing it', why did he recall everything so perfectly? Every minute detail? Someone who's 'losing it' wouldn't remember that well." She sat down on a black bar stool with a sigh.

"It was probably just a bad dream." He stood up, stretching his arms out above him. Gwen stared at him, shocked at his nonchalance. She then remembered his carelessness the previous night.

"And what was with you the other night, Kevin?" She was voice went soft. "How could you make me feel so… insignificant?" She looked at him, green eyes full of a sad curiosity. Kevin was suddenly solemn.

"Hey, you could have come inside if you wanted, but you'd have rather stayed with Ben anyway."

Gwen exhaled quickly. "Not that. When you came out of the warehouse."

Kevin looked confused now. "I told you about the DNAlien puke, the lack of 'Knightage' and drove you home. How was that making you feel insignificant?"

"Not that either, Kevin." Gwen was annoyed at this point. "The whole 'ignoring me' scenario, the rolling of your eyes and the blatant refusal to talk to me! That's what made me feel insignificant! Don't pretend like it didn't happen." She looked up at him expectantly. He looked completely dumbfounded.

"Gwen, I... I never did any of those things." He shot her a questioning glance.

Gwen threw her arms up in the air. "And here we go with the 'what are you talking about' thing! I thought if I brought it up with you nicely, you would tell me that you were angry about something else, or you… you… stubbed your toe and was taking it out on me, or SOMETHING!" She shook her head. "I didn't think you were the kind of person to ignore something like that."

"Hey! If I say I didn't do something, I didn't do it!" His eyes blazed with anger over the accusation. "Why the hell would I do something like that to you? Am I really that kind of guy? Would I be that cruel to you?" Kevin waited patiently for an answer. Gwen just shook her head.

"I didn't _think_ you were that kind of person." She stood up and walked out of the garage, leaving Kevin completely baffled.

Gwen trudged along the path away from Kevins house, kicking the occasional stone angrily. The weather was a bit cooler than she would have liked, but she had to put up with it. "_How could he pretend it never happened? And it was me that he did it to, it wasn't like it happened to someone else and I had to believe what I was told. He said it to ME, and now he's playing dumb"._ Gwen sighed angrily. _"Well, where am I going to go? I can't go back to Kevins. Ben is insane."_ She sighed again. _"I guess I could go see Katy. She doesn't live too far away. I might as well try and make better friends with her." _Gwen changed directions and headed towards where Katy lived. She knew where because she lived next to an old friend of hers. She sniffed, pulled the sleeves of her blue shirt down over her arms and crossed them over each other. She looked up. Not a hint of blue could be seen, only dull grey clouds. Gwen quickened her step and turned into Katys street.

By the time she arrived at the door, Gwen was soaked head to toe. She wrung her hair out and pressed the doorbell. She could hear the traditional 'ding dong' of the bell, followed by footsteps. The door opened to reveal an adult male, slender, but with fairly visible muscle tone in his arms. He had the same dark brown hair and bright blue eyes as Katy. He had a bit of stubble on his squared jaw, and his tank shirt was covered in grease. He smiled warmly at Gwen.

"What can I do ya for?" He spoke with a hint of an Australian accent, and Gwen realized that this man must be Katy's father, what with the looks and the voice.

"Umm… is Katy home?" She asked politely. He laughed.

"Nah, sorry darling. She'll be back soon though. I'm Blake. Do you wanna come in? You look a tad… not dry." He laughed again, stepping aside to let Gwen in.

The first thing she noticed about Katy's house was the strong sense of masculinity that seeped from everything around her. The only decorative system employed in this house was pictures of cars framed up on the walls. Gwen looked around the corner into the living room. A large black sofa took up majority of the wooden floor, whilst the gaps were filled in with various furniture items, such as tables and shelves.

Gwen looked at the only three pictures on the mantelpiece. The first was of a beautiful young woman, with black hair and blue eyes. She was sitting on a deck chair at a beach, arms behind her head, looking out over the photographers shoulder at something.

The next was the same woman, but this time she was indoors, sitting on a sofa with a big smile on her face. A much younger Blake had his arm over her shoulder. There were Christmas decorations everywhere, and a pine tree was visible on the edge of the photo. A little brunette girl with bright blue eyes was dressed up as a fairy, halfway through tearing her way into a brightly wrapped gift.

The final picture was of the same little girl, a bit older, covered in grease, grinning a toothy smile and holding a massive chunk of metal in her tiny hands. Gwen looked back at the middle photo. How Katy had changed. From a girly girl to a tomboy in what only looked like a year.

"Hard to believe, isn't it." Gwen turned around to see Blake staring contently at the picture in the centre. "But, believe it or not, my little bushnut used to be a girl." He laughed. Gwen smiled.

"What happened? Because I really don't see her dressing up as a princess next Halloween" She looked up at Blake. He was looking at the first photo now, tracing the edges with his blackened fingers. He sighed sadly, his smile dampened.

"Oh." Gwen said quietly. "I'm sorry." Blake looked back at her.

"Don't be. It wasn't your fault." He looked away and shook his head. "Sorry to get all depressing on ya like that for a few seconds. Did ya want a hot drink?"

Kevin was still in his garage when there was a knock on the big steel door. Kevin stood up and went to open it, but suddenly there was even louder knocking, like metal smashing against metal. The only got louder and louder. Kevin covered his ears, and wrenched the door up.

Katy grinned at him. "Anyone home?" Silver slunk off her arm. Kevin laughed and pretended to clean his ear.

"WHAAAAAT?!" He yelled. Katy laughed, the chime echoing around the garage. She skipped past him and jumped onto a chair.

"So, watcha doin?" Her eyes lit up with excitement when she saw the toolbox lying next to his car, the hood up.

"I'm fixing the car. Not that there's anything wrong with it." Katy looked back up at him, smiling hugely. Kevin rolled his eyes playfully.

"Go ahead." With a wave of his arm, Katy leapt off her chair and practically stuck her head in the cars bonnet. She reached in and began doing something to the engine. Kevin sat on the bar stool and looked contently at her. He loved that she showed as much enthusiasm about his car as he did.

"So, what's the 411 with you and Gwen?" Katy was still halfway inside the car. Kevin was a bit taken aback.

"What do you mean by that?" He asked. Katy laughed.

"As if you don't know, tough guy. I mean, are you going out or what?" Now it was Kevins turn to laugh, but is had a nervous edge to it.

"Nah. Just good friends." Katy turned around to look Kevin up and down.

"Awesome." She grinned and went back to whatever she was doing. Kevin let a small smile escape, when suddenly a heavy metal tune started to play. Kevin looked at Katy with a smile.

"Don't tell me that's 'Darker Than Thou.'" He half-questioned. Katy shrugged.

"It's a good band." She took her cell out of her pocket and flipped it open.

"What up?" She sat down on Kevin's car. "I'm at Kevins, Dad." She smiled and looked at him. "My Dad says hi." She took her attention back to the phone. "What?! ... What if I was there? … Well, get her out! I don't want her… yes but… Dad, please." Kevin tried to make sense of the one sided conversation. "Okay, thank you. Love you too." She hung up and returned the cell to its original pocket. She saw Kevins questioning look. She faltered for a second.

"Umm… stray cat. It gets into our house sometimes. My Dad loves it, but it… smells really bad." Katy changed the subject. "Sorry Kev, but I gotta go. Dinners almost ready anyway." She jumped off the car and went for the door.

"Katy?" She turned around to face Kevin, who was now about a foot in front of her. She swallowed.

"Yeah?" She asked feebly. Kevin smiled.

"Its raining like crazy. Did you want a lift?" A big smile appeared on Katys face.

"I'm okay. Thanks." She wrapped her arms around him tightly. She let go and grinned.

"Catcha later, dude." She lightly kissed his cheek and ran off. Kevin grinned, turning around to pack up his tools.

Katy ran through the freezing cold rain, her sneakers splashing into puddles of water that had pooled on the sidewalk. She had no intention of going home just yet. _"That was WAY too close. God, Katy! Be careful!" _She ran all the way to Ben's house. She took off her wet red jacket and threw it out of sight. She took a deep breath.

Suddenly, a faint glow grew around Katy. Her hair started changing colors, from chocolate brown to orange-red. Her eyes glowed white, and when the colour died down, her eyes were green. Her facial features began drastically morphing.

Within two seconds, an exact replica of Gwen rang the doorbell at Ben's house.

_There's chapter two for ya!_

_I hope you like how it ends (this chapter, don't worry, it's not the end of the story.) I've been planning this for ages!_

_Review? Pwease? *cute face*_

_Thanks as per usual!_

_KaytiiSue_


	5. Chapter 5

_Hey all! Heres chapter 5 for ya!_ _I tried to make this one longer, but I don't have much time and I wanted to get it on here. So sorry in advance._ _Thanks all! You're the best!_ _Review? Please?_

Katy was greeted at the door by Bens' mom. She had bags under her eyes, and she was yawning as she ushered Katy into the house, thinking it was Gwen.

"Sorry darling. I'm just so tired. Ben's not well at all. I've been up all night looking after him." She yawned again. "I'm really worried. He keeps talking about you. He says you were here last night, but I don't recall you being here." She shot Katy a questioning look. Katy smiled.

"Don't worry, I'll go check up on him. You get some rest. You deserve it." She watched Bens' mom plod away sleepily. When she was out of earshot, Katy let out a breath.

"Sorry lady, but I fear you're about to be a victim of identity theft."

Ben was lying on his bed, half twisted into his sheets, half hanging off the side. He was boiling with the sheet on, but freezing with it off, so he had found a near-comfortable equilibrium. Katy entered the room, though Ben registered the kindly face of his mother. She came over to the bed and sat down, smiling at him.

"How're you holding up?" She asked, not really expecting an answer. Ben smiled weakly back. Katy lifted a hand to Bens' forehead. He cringed and moaned softly.

"Oh, honey, you're burning up." She frowned. Ben sniffed loudly.

"I'm fine. Just a little tired. Don't worry Mom." He coughed softly. Katy turned away, making a face. She turned back and sighed sadly. Bens' bright green eyes instantly flickered up to meet his 'mothers'.

"Mom? What's wrong?" He questioned, fear suppressed in his voice. Katy sighed again.

"Ben... I have to tell you something." She shook her head sadly. Ben was getting nervous.

"What is it Mom?" Katy looked up at him.

"You're not human anymore. You're some, freaky, alien DNA pool or something. You change into some creepy things I have never even considered were real." She shook her head again. Ben was confused. "I'm sorry Ben, but you are not my son anymore. You're a freak. I just can't bring myself to love you." With that, she stood up and left, leaving Ben alone to cope with the sudden grief.

Kevin was relaxing in his garage the following day, when he heard thudding on the steel. He smiled, expecting them to get much louder. He stood up to to open it, but his smile faded when he saw Gwen.

"Yeah?" He asked crudely. She shoved past him, running her hands through her hair. "Come on in." Kevin muttered sarcastically under his breath. "Is there something I can do for you?" He folded his arms, waiting for an answer. Gwen whirled around to reveal her panicky expression.

"Ben ran away from home last night."

Kevins' jaw dropped.

"He didn't leave a note, he didn't pack bags, it's like he just vanished. His mom is distraught. She keeps saying it must be my fault, that I said something to him last night! I wasn't even there!" Her bottom lip started quivering and tears filled her eyes. Kevins' expression softened, and he rushed over to grab her in a bear hug. Gwen burst out into tears, burying her head into his chest. He began stroking her hair softly. "It's okay, it's okay." He reassured her quietly. He rested his head on her shoulder, hugging her tighter. It almost tore him apart seeing Gwen like that. Cool, calm, collected, Gwen. He lifted his head and lightly kissed the top of her hers. She pulled away, wiping her eyes. Her face was red and blotchy.

"I'm so worried about him. He's really sick, Kevin. I can feel it." She hung her head, tears falling onto the concrete floor. Kevin cupped her face in his hands, attracting her eyes to his.

"It's going to be okay. We're going to find him and bring him home." Something in his eyes and his tone convinced Gwen. She nodded. He smiled and placed his hand on the small of her back, directing her towards his car.

A slick black shape shot along the tops of the impossibly thin fences of Bellwood later that night. It moved without a sound, inconspicuous to the point that you would not have known it was even there.

It leapt swiftly into a tree, scaling the height without so much as a slip. When it reached the top, it quickly surveyed its surroundings with wide blue eyes. It spotted a silhouette walking along the footpath. It stepped into the streetlight, and was revealed as a young man with his hands in the pockets of his green jacket. The blue eyes followed it, then the shape slunk back down, jumping onto the fences again to run after the boy.

After about hour of this, the boy looked around before seating himself under a large tree. He shivered in the cold, and pulled his hood down further. The black shape leapt off the fence and settled down to watch him. The boy looked at the green watch on his wrist. He turned the dial, and a hologram of a dinosaur-type thing came up. He turned it again, and a crab with a giant head came up. The shape cocked its head curiously. It then stood up and approached the boy.

He was looking at another of the holograms when some movement caught his eye. He looked up to see bright blue eyes watching him. They came closer and closer, and he tried to move back against the tree. The eyes came closer still, and he sighed with relief to see a black cat, illuminated in the soft green light of the Omnitrix. He laughed quietly for being scared of a cat, then fell silent. The cat walked calmly up to him, jumped into his lap, curled up, and fell asleep. The boy smiled, petting the cat, before falling asleep himself.

The cat opened it eyes a few hours later. It was considerably lighter than it had been before. The cat jumped off the boys' lap and began to miaow at him. He opened his eyes sluggishly, and yawned, stretching his arms out above him. He winced as he tried to stand. He looked at the cat. It slunk off around another tree and was gone. A few seconds later though, a single gray cloaked being walked around to face the boy. It spoke a single word.

"Ben."

The boy was confused at how this person would know his name. "Who are you?

The figure laughed, a light and breezy sound. It removed its hood. Ben was confused.

"Verdona?"

The elderly woman laughed again.

"I can see you're out on the streets. Like I had expected any different from you." She looked around. "I don't suppose you know where my Gwendolyn is?" She returned her gaze to his. He knew how much she despised him just by looking at him. He looked at the ground without answering. Verdona sighed impatiently.

"And you wonder why you never got it."

Ben looked back up at her questioningly. She rolled her eyes.

"The Anodite heritage, you idiot." She moved a strand of hair out of her eyes. "You were never really that important. No one cared about you. It was always Gwen who was the special one." She smiled. "Ah, what a girl. Amazing, if I do say so myself. She has crafted a life for herself. Given us all reason to be proud." She looked back at Ben in disgust.

"And what have you done? You found a watch that makes you uglier than you already are, at the best of times. No wonder your mother wants to leave you." Verdona watched as a new wave of grief washed over Bens' face.

"Oh, you didn't know? She's been wanting to leave for years. She's been telling me for ages! Oh, how she despises you."

"You and my mother don't talk, you liar." Ben was trying so hard to keep from breaking down. Verdona laughed.

"That's what you think."

A single tear slid down Bens' cheek as Verdona ghosted away.

A few blocks away, Verdona paused to look cautiously around. When she was satisfied that there was no one within visual distance, she closed her eyes. She began to glow white. Her features changed.

Katy opened her eyes and smiled.

"Too easy."

_Do you like it? I was really getting into it. :et me know if you liked it, loved it, hated it, whatever! Review please please please!_

_Love KaytiiSue_


	6. Chapter 6

_Sorry about the long wait...writers block is the master of all evils... but finally, here's chapter six! Enjoy!_

_KaytiiSue_

Katy Hart emerged from the small forested area behind the civilian homes of Bellwood and onto the sidewalk. She was on a street hidden from the main roads by the other streets. It was pretty deserted, and it wasn't too early in the morning. She checked for any people watching her before running across the road.

"He'd better be home, or I'm gonna kill him." She thought aloud. She started up the footpath, kicking small rocks out of her way as she went. She let her mind wander, and after a while her train of thought lead her to Ben, Kevin and Gwen. How could Ben not suspect her?

"_A new girl comes in, he starts getting sick. She leaves, and he starts getting better. She comes back, and he feels worse. And still he suspects nothing! What an idiot!" _Katy thought._ "But that Gwen... she's got an eye on me... I had better watch my back..."_

Katy looked up. She was at a small old house. It was tiny, the brickwork cracked in between, the paint on the door a peeling and faded blue. She started up the path and stood before the door. She hesitated momentarily before knocking three times on it.

A few moments later, it opened to show a lanky teenage boy, looking exactly the part of a 'comic book nerd'. He smiled, showing oversized front teeth, and pushed his massive glasses further up his nose.

"Welcome, my sweet sugary love dove." His voice was thin and a little raspy, and he smiled hugely as he spoke. Katy laughed aloud.

"'Sugary love dove?' You're such a dork." She laughed again, causing the boy to look pained. He hung his head, and started sniffing. Katy looked warily at him.

"Are you crying?" She questioned cautiously at him. He started taking in small, gaspy breaths, causing his body to tremble with each one.

Just as Katy was about to apologize, she realized he was in fact trying not to laugh. She laughed aloud and punched him fairly hard on the shoulder.

"Riley! I thought you were serious! You jerk! I felt so bad!" Katy still couldn't help but smile.

Riley lifted his head and smiled back at her. He started to glow blue around the edges, and a few moments later a completely different boy was standing there. He had blue eyes and shaggy blonde hair that kept falling into his face. He laughed and pushed his hair behind his ear.

"As if I would be that much of a nerd!" He smiled at Katy and she shook her head.

"I thought it was you, then I was all 'Wait, is it really him, or is this a genuine nerd?'"

Riley gave her an insulted look. "I show you my true self, and you mock me for it. How could you Katy? How could you?" He dabbed at his eye with the bottom of his blue tank top and sniffed dramatically.

"Okay, I don't believe that for a few reasons." Katy said playfully. Riley stopped sniffling and looked up at her.

"One, 'true self'? That's kinda impossible. Two, you crying? I don't think so." She grinned at him. He grinned back.

"Yeah, I guess I'm too macho to cry... or I could be that sensitive and romantic, that I do cry..." He looked over her shoulder dramatically, hands clasped over his chest. Katy let out a laugh.

"Dork." She pushed gently past him and entered the house.

Inside the living room, there was little to see. A couch was pushed against the wall, facing a small television set complete with rabbit ears. A small rug was half hidden under a large brown wooden coffee table. There were no pictures of any sort anywhere, neither paintings on the walls.

"So, what did you come around here for?" Riley asked Katy as he walked through the lounge room and around a corner, walking backwards to face her.

"I need to ask you something." She replied casually. She rounded the corner and followed Riley through another door.

"For the last time Katy, if you really want a Mohawk, I won't stop you."

Katy laughed. "Phew. Thank god that's off my back." She sighed with fake relief. "But seriously, it's about the the Tennyson kid." She entered the room.

It walls were covered in electronic devices. Screens, keyboards, buttons everywhere. In the centre of the room was a ring-like desk, designed so someone could sit in the middle and spin around to see computers all around. Riley lifted up an empty edge of it and slid into the chair in the middle.

"You mean Ben? Sure. Shoot away." He began doing something on the computer, tapping away on the keyboard.

Katy sat on the empty spot on the desk.

"I've noticed that when I'm around him, he gets all... sick or whatever's meant to happen to him." Katy crossed her legs and Riley nodded absently.

"As is what should happen with proximity. What's the problem?" He asked, eyed glued to the screen.

Katy sighed. "Well, that night when I went to his house as Gwen..." Riley smiled.

"Genius, if I do say so myself." He grinned at her. She smiled back.

"Anyway, that went well too. But now... well... I don't think it's working as well as it used to. I slept in his lap all of last night, and he woke up looking fine." Katy's expression changed to one of confusion. Riley eyed her.

"You slept in his lap?" He questioned. Katy laughed.

"I was a cat, you dork." Riley sighed with relief. He stretched his arms out in front of himself.

"Well, you could be slacking off a little bit, thus causing..." Katy glared at him icily. Riley hesitated.

"OR, the more likely reason, the Omnitrix is becoming immune. Maybe the proximity is slowly lessening the reaction with time." He looked back at his computer. "It has been known to do that..."

Katy put her hands on her head, thinking. "And theres something else too... his friends." Katy slid off the desk and began pacing back and forth.

"What about them?" Riley asked curiously.

"Well, I think the girl is onto me. She's always watching me when I'm near. And she seems really irritated when I talk to Kevin..." Riley looked at Katy in disbelief.

"You bother with his friends? Dude, just go straight for the kill. Forget the side stops." He returned his gaze to the screen.

"Riley, how can you sound so intelligent one moment, and sound like a real teenager the next?" She asked playfully.

"I'm just that talented." He smiled.

"Anyway, Gwen is totally in love with Kevin, and it's making it hard for me to get to him, what with her being part Anodite and all." Katy stopped pacing and folded her arms. Riley stopped tapping on the keyboard.

"Wait, we are talking about Ben, aren't we?" He shot Katy a look, and she hesitated just a moment too long. Riley's face lit up in a huge grin.

"You like Kevin!" Riley grinned hugely, and Katy blushed slightly.

"Do not!" She retorted childishly. Riley laughed.

"Do too! Don't deny it, your a horrible liar." He smiled at her.

"OK, fine. I like the guy. He's just so... cool." She sat back down on the desk. "He likes cars, Riley!"

Riley smirked. "Of course he likes cars Katy, hes a guy." He smiled expectantly at her.

"Oh forget it. So what am I going to do about the Omnitrix?" She asked.

Riley looked confused. "Not sure. Just keep at it. I'll contact The Order and let them know, find out if there's something we can fix."

Katy smiled. "Thanks Riley, your the best. I gotta go. Love ya!" She kissed his cheek.

Riley watched her as she ran out of the room. He smiled sadly, touching his cheek softly. He sighed.

"I love you too, Katy."

_Sorry about the shortness of it, but I've got the rest ready to go, so it should be up within a few days. Review PLEASE PLEASE PLEASE! I love reviews!_

_KaytiiSue_


	7. Chapter 7

Hey all!

BOOYAH! I killed it! In a good way! This chapter is longer than the others... Viola!

KaytiiSue

Kevin's right hand was relaxing on the top of the steering wheel of his Dodge Challenger, moving slightly to maneuver the soft curves in the road. He yawned quietly, blinking as if it would rid him of his fatigue. He rubbed his eyes with his free hand, before letting it fall back down into his lap. The soft hum of the engine was oddly relaxing, and driving at this time of night, it was quieter than usual.

Kevin looked over at the passenger seat. Breathing softly, Gwen had fallen asleep with her head hung over her chest.

"_That cant be comfortable..."_ Kevin thought to himself. He reached over and gently tilted her head back into the headrest. She sighed quietly. Kevin smiled and returned his eyes to the road.

She was so beautiful. He loved her more than she knew, but she didn't deserve him. He was an ex-con, a trickster, a criminal. She was kind, sweet and gentle. She had a smile that could light up her whole face, and when it was directed at him, he felt there was nothing to worry about.

But lately, he hadn't seen that smile. Her face had been riddled with worry ever since he saw her in the garage that morning. In fact, he hadn't seen her smile since they met Katy. Didn't she like her? Katy wasn't mean to Gwen or anything. She was actually really nice. She teased her playfully sometimes, but it was nothing serious.

"_Maybe Gwen thinks I like Katy. More than friends..." _Kevin thought, looking back over at Gwen. He shook his head.

"_Gwen doesn't like me. If she did she wouldn't just stand around and let Katy steal me. Wait, did I just think that? Katy stealing me? Whoa, I think I like Katy... more than just friends..." _A look of confusion and deep thought flashed across Kevin's face.

"_Well, think about it. Katy's one of my kind. She likes cars, and knows her fair share about them. She has a way of making me feel good, and I have to admit, she's pretty cute. From what she's told me, she's an ex-con. A trickster. A crim. Like me..." _Kevin ran a hand across his forehead pensively.

He tried to keep his mind off the subject, distracting himself bylooking out the window into the darkness. He searched half-heartedly, knowing that the chances if finding Ben were slim to none. He could have gone Swampfire, sliding underground. He could have turned to Big Chill and gone flying way overhead. He could have transformed into Spidermonkey, hiding in the trees. If Ben didn't want to be found, he wouldn't be.

Kevin yawned again, stretching his free arm out. "Might as well get us back home." He thought aloud, turning the car into another street.

* * *

A Bloodhound was walking through the dark streets, nose to the ground. In it's mouth it held a womans purse. Every so often it lifted it's head, looking around, before returning its nose to the floor.

Eventually the dog came to a halt. It looked up, big brown eyes coming to a stop on Ben Tennyson. He was sitting in a bus shelter, legs up, arms wrapped around them. He seemed dazed, out of it. The dog walked out of view of the boy. It dropped the purse, then started to glow.

Katy picked up the purse with two fingers, drool sliding off it. She wrinkled her nose.

"Eww..." She whispered before opening it, careful not to get any saliva on herself. She pulled out a red phone, the kind with the full 'Qwerty' keyboard on the front. She pushed a few buttons, and re-read over a text she had received earlier.

"_Hey Katy :) Haven't had a chance to see The Order yet, but I have found some info about the Omnitrix. Apparently it was created by a Galvan called Azmuth. Random? Yes. Useful? Not really. Unless you can think of something. Ttyl, ly._

_Riley."_

Katy bit her lower lip, thinking hard. She looked up at Ben. He was still in the exact position he was when she last looked at him. Suddenly her face lit up and she tapped out a quick text to Riley. A minute or two later, her phone buzzed in her hand. She opened a multimedia message and saw a picture of a small gray being with mustache-like growths on his face. He had large green eyes, the pupils of which were black and rectangular.

Katy closed her eyes. She started to glow around the edges. Her features changed dramatically and she shrunk quickly.

Within a few seconds, a Galvan was walking up to Ben, a wicked smile on it's face.

* * *

"Kevin? Kevin! Kevin, get up!" Kevin rolled over groggily to see Gwen standing beside his bed. She tossed a small pile of clothes at him. He caught them and gave Gwen a look.

"What the hell you you doing here?" He asked, yawning. He looked at his alarm clock. 8:27am. "What the...? I'm going back to sleep." He grabbed his blanket and threw it over himself. Gwen sighed. She pulled it back off.

"We need to find Ben." She persisted.

Kevin winced at Gwen. "What makes you think we'll find him?" He realized too late how bad it sounded. Gwen's expression changed from one of annoyance to one of hurt. Kevin cupped his head in one hand, while the other propped him up. He pushed the hair out of his face.

"I'm sorry Gwen. I didn't mean it like that. I just meant it's going to be hard to find him..." Kevin tried to no avail to make it better. Gwen shrugged.

"Whatever. Just get ready. I'll be out at the car."

*

Gwen sat on the hood on Kevin's car. What did he mean by what he had said? Didn't he want to find him? Didn't he care? She knew Kevin and Ben weren't the best of friends, but still...

Gwen sighed. _"I'm overreacting. Kevin was just tired, he wasn't thinking straight."_

A few minutes later, Kevin appeared, rubbing his eyes. Gwen looked at the floor, then back at him.

"Kevin, I'm sorry. I'm just worried, that's all. I'm not angry at you." She dropped her gaze again, looking at an oil stain on the concrete. She didn't notice Kevin approach until his hand cupped her face and forced her eyes upon his.

"It's okay. I'm sorry I said it." He smiled at her. "So, where are we going?"

Gwen smiled back. "I was thinking we could go to the outskirts of town, I don't think he'd leave Bellwood, he wouldn't have anywhere to go."

Kevin nodded. "How about we get Katy first?" Gwen shot him a questioning look. "For help. If we're gonna find Ben, god knows we need help.

Now it was Gwen's turn to nod. As much as Katy annoyed her, she would be a valuable asset to the team.

* * *

Blake Hart was sitting on the sofa in his lounge room. In one hand he held his morning coffee, in the other he held a picture in a frame. It was the picture Katy's mother at the beach. He smiled sadly and stroked it affectionately with his thumb.

Suddenly the doorbell rang, the loud chime echoing throughout the house. Blake set the picture and the coffee on the table and stood up to get the door.

"Gwen?" Blake was surprised to see the redhead here so early. Behind her was a taller boy with shaggy black hair, his arms crossed over his chest. "What are you doing here?"

Gwen looked a bit startled. She hadn't expected Blake to be so surprised.

"We're looking for Ben. He ran away from home a few nights ago, and we still haven't found him. We wanted to know if Katy was home, so she could help look..." Gwen realized how pushy it sounded. "If she wanted to." She added. Blake expression changed to one of worry.

"Really? Well, she's not here at the moment, but come in. She should be home soon, she's only gone to get some food." He stood aside to let the pair in. Kevin nodded at Blake.

"I'm Kevin. Nice car, by the way. Is it a Ford 250?"

Blake smiled. "350." He corrected. "I like your car too. Dodge Challenger?" Kevin nodded. Blake grinned at him before walking into the lounge, where Gwen had already made herself comfortable. Blake sat himself back down and picked up his coffee mug. He took a sip before placing it carefully back down beside the frame. Kevin leaned over the sofa.

"Whoa! Who's the foxy lady?" He asked, grinning playfully. Gwen gave shot him a warning look, but it was too late. Blake smiled sadly and picked up the frame.

"Sienna. Katy's mother." He sighed. Kevin stopped smiling.

"Oh. I'm sorry, I didn't mean to..." Blake cut him off with a wave of his hand.

"It's okay." He was still looking at the photograph pensively. Gwen looked at him.

"If you don't mind me asking, what happened to her?" She asked cautiously.

Blake sighed. "Katy used to be the girliest little thing. She took after her mom. I'd be out in the garage whilst Katy was inside with Sienna, playing tea sets or whatever they did." He smiled fondly. "She was the most wonderful woman I have ever have the privilege of loving." He looked down, and a single tear slid slid down his check before he wiped it away. "But one day, there was..." He hesitated. "...an accident."

"And it was my fault."

The trio turned around to see Katy standing in the doorway, tears falling down her face. Kevin stood up.

"Katy..." He began, but she dropped the shopping bag and ran sobbing upstairs. He went to go after her, but Gwen placed her hand on his arm.

"I'll go." She stood up and went after her.

Katy was lying curled up on her bed, crying softly. Gwen sat down beside her.

"She was beautiful." She tried to start Katy talking, but she didn't reply. "She really was. You look a lot like her." She placed a hand on her back reassuringly. Katy sniffed.

"And it's my fault that she's gone. If it wasn't for stupid me, she would still be..." She bit her bottom lip. She seemed afraid to say anymore. Gwen shook her head.

"I'm not sure what happened, but I know it couldn't possibly be your fault. You were only little... Well, I assume you were."

"But it _was_." Fresh tears slid down Katy's cheeks and onto the pillow. "You can say it wasn't all you like, but that doesn't change anything. My mother is gone because of me." Katy was trembling all over. Gwen took her hand.

"What happened?" She asked. "You don't have to tell me, but I would understand better if I knew."

Katy opened her mouth, but before she could speak, the door opened. There stood Riley, a big smile on his face, though it quickly disappeared when he saw Katy.

"Katy? What's wrong? Are you hurt?" He sped to her side, worry filling his eyes. Gwen shook her head.

"She's upset about her mother." She returned her gaze to Katy.

"Oh... Katy. It wasn't your fault." He comforted. She whipped around, eyes full of tears.

"IT WAS! Just cause you say it wasn't, it doesn't make it true!" She fell back onto the pillow, crying harder than she was before. Gwen looked startled, but Riley looked really upset. Gwen could tell it was killing him to see her like this.

"Well, I have some good news for you Katy." Riley started. "I..." He cast a quick sideways glance at Gwen. "I... um... I organized everything. Now it's all in _order._"

Katy gave him a look as if to say "And you told me why?". Riley put a hand to his forehead impatiently.

"You know... Me...Order..." He hinted. Now it was Gwen's turn to give him a weird look. Katy looked confused for a second, then her expression changed to one of realization.

"Oh... good..." She nodded, wiping away tears. "Gwen, could you please give us a second?"

Seems like a good place to stop. I hope you liked this chapter! I think the next one will be the last... unless you want me to keep going :)

Review, let me know what you think :)

Thanks as per usual,

KaytiiSue


	8. Chapter 8

Sorry about the wait guys!

This is only short, but I am stuck and thought I should just give you what little I have lol.

Gwen closed the door softly behind her, pausing momentarily to reflect on what had just happened. Something was being kept from her, she knew it, but she wasn't about to pry. If they wanted to keep it secret, then that was their choice.

She let go of the doorknob with a sigh and started for the stairs. She stopped at the top, looking down at the living room. Blake and Kevin were both seated on the couch, having a half-hearted chat about cars of some sort. Gwen leant her forearms on the railing, hands drooping over the edge. She didn't really want to interrupt either 'D & M', what with her lack of knowledge about cars, and the fact that she was excluded from knowing Katy and Riley's conversation. She sighed again before sitting down on the top step, unsure of what she was going to do for a while.

Gwen cringed as her thoughts turned to Ben. She was worried sick about him, he was alone somewhere, sick, probably delirious... She didn't like to think of what could happen to him...

Suddenly the door to Katy's room opened and Riley walked backwards out of it.

"Well, it's not all bad, I mean we can still try and decrease..." He stopped abruptly as he turned and saw Gwen watching him. "Uh... decrease the mess... in my room..." He shook his head as if it would deter Gwen from asking questions, and it seemed to work. She wasn't interested anyway.

"How is she?" Gwen asked Riley as he closed the door behind him. He smiled, but the look on his face wasn't one of happiness.

"She's... not as good as she could be." He sighed. "She's just so... sad." He took a seat next to Gwen on the top stair. "I mean, I know she... lost her mother and all, but she blames herself..."

Gwen looked at Riley. His pale blue eyes seemed to avert themselves from meeting hers. "Was it her fault?"

A pause. Riley raked his fingers through his hair, revealing most of his face for the first time since Gwen had first seen him. He looked so familiar... His chiselled features, his strong jaw line... he almost looked as if he were brooding.

"Yes... I mean, not like, fully, but yeah..." Riley seemed torn between the want to say something and the need to keep it secret.

"It really was her fault?" Gwen raised her eyebrows with a mixture of surprise, sorrow and sympathy. (1)

Riley sighed again. "Yeah... It was ages ago though... but she still feels horrible about it. I... I can't really tell you the whole story, but... let's just say it wasn't completely her fault."

Gwen was getting confused. "So... kind of like an involuntary... sort or 'her fault?'"

"I shouldn't tell you..." He began.

Gwen was insatiably curious now. "Of course, you don't have to tell me, but if you were to let me in on the 'secret', I wouldn't tell anyone." She knew his need to tell someone would eventually overpower him. "Give me your cell." She reached a hand out. Riley was confused, but obeyed.

He took out a shiny black rectangle. Gwen turned it over, obviously confused, and Riley laughed as he reached over and touched it's face. It immeadiately lit up, displaying an impressive amount of completely un-readable numbers. Gwen paused for a moment before giving up.

"Ok, you work this thing and i'll give you my cell number. You can give me a call whenever you want to talk." She realised that she was sounding pushy again. "Of course, you don't have to, but if you, umm, need to talk..."

Riley smiled. "I know what you mean." He touched the surface a few more times before looking back up at Gwen.

"Number?"

Okay guys, this is what ive been pawning over for the past few months. I have no idea where to get where i'm going from here. So, lets take a vote. Who's POV should I do the next chapter from?

Love Always,

KaytiiSue

Arminohi

Okapi

There are some things a smile cant hide – broken egg

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